Material Contracts for the Offer


S. No. LIST OF MATERIAL CONTRACTS FOR THE OFFER DOCUMENTS
1. Offer Agreement dated June 17, 2022 entered into between our Company, the Selling Shareholder and the BRLMs.

2. Registrar Agreement dated June 9, 2022 entered into between our Company, the Selling Shareholder and the Registrar to the Offer.

3. Cash Escrow and Sponsor Banks Agreement dated October 31, 2022 entered into between our Company, the Selling Shareholder, the Registrar to the Offer, the BRLMs, Syndicate Members and the Bankers to the Offer.

4. Share Escrow Agreement dated October 31, 2022 entered into between the Selling Shareholder, our Company and the Share Escrow Agent.

5. Syndicate Agreement dated October 31, 2022 entered into between our Company, the Selling Shareholder, the BRLMs, Registrar to the Offer and the Syndicate Members.

6. Underwriting Agreement dated November 17, 2022 entered into between our Company, the Selling Shareholder and the Underwriters.

7. Monitoring Agency Agreement dated October 31, 2022 between our Company and the Monitoring Agency.

Material Documents


S. No. LIST OF MATERIAL DOCUMENTS DOCUMENTS
1. Certified copies of the Memorandum of Association and Articles of Association as amended from time to time.

2. Certificate of incorporation dated May 11, 2012.

3. Fresh certificate of incorporation pursuant to change in name dated October 27, 2021.

4. Certificate of commencement of business dated June 14, 2012.

5. Resolution of the Board of Directors dated May 9, 2022 and resolution of the Shareholders dated May 26, 2022 in relation to the Offer and other related matters.

6. Resolution of the Board of Directors dated June 17, 2022 approving the Draft Red Herring Prospectus.

7. Resolution of the Board of Directors dated November 3, 2022 approving this Red Herring Prospectus.

8. Consent letter dated June 6, 2022 from the Selling Shareholder in relation to the Offer for Sale.

9. Resolution of IWL Committee of Operations dated May 9, 2022 from the Selling Shareholder in relation to the Offer for Sale.

10. Consent letter dated September 30, 2022 from CRISIL to rely on and reproduce part or whole of the CRISIL Report and include their name in this Red Herring Prospectus.

11. Written consent dated October 4, 2022 from Dewan P.N. Chopra & Co., Chartered Accountants, to include their name as required under section 26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this RHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report dated September 14, 2022 on our Restated Consolidated Financial Information; (ii) examination report dated September 14, 2022 on our Proforma Consolidated Financial Information; and (iii) their report dated October 4, 2022 on the statement of possible special tax benefits in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this RHP.

12. The examination report dated September 14, 2022 of the Statutory Auditors on our Restated Consolidated Financial Information.

13. The examination report dated September 14, 2022 of the Statutory Auditors on our Proforma Consolidated Financial Information.

14. The report on the statement of possible special tax benefits dated October 4, 2022 from the Statutory Auditors.

15. Report titled “Renewable Power Market and O&M Services for Wind Energy in India - update” dated September 21, 2022, released on September 30, 2022, prepared by CRISIL and commissioned and paid for by our Company, available on our Company’s website at www.inoxgreen.com/IPO.html.

16. Copies of annual reports of our Company for the Fiscals 2021, 2020 and 2019.

17. Consent of the Directors, BRLMs, Syndicate Members, the legal counsels appointed for the Offer, Registrar to the Offer, Banker(s) to the Offer, Bankers to our Company, Debenture Trustee, Company Secretary and Compliance Officer as referred to in their specific capacities.
CONSENTS
Directors

BRLMs

Syndicate Members

Legal counsels appointed for the Offer

Registrar to the Offer

Banker(s) to the Offer

Bankers to our Company

Debenture Trustee

Company Secretary and Compliance Officer

18. Debenture trust deed dated September 26, 2020 between our Company, Gujarat Fluorochemicals Limited and Catalyst Trusteeship Limited.

19. Share purchase agreement dated October 18, 2021 between our Company, Inox Wind Limited and Resco Global Wind Services Private Limited.

20. Share purchase agreement dated October 25, 2021 between our Company, Resco Global Wind Services Private Limited and Satviki Energy Private Limited.

21. Share purchase agreement dated October 25, 2021 between our Company, Resco Global Wind Services Private Limited and Sarayu Wind Power (Tallimadugula) Private Limited.

22. Share purchase agreement dated October 25, 2021 between our Company, Resco Global Wind Services Private Limited and Marut Shakti Energy India Limited.

23. Share purchase agreement dated October 25, 2021 between our Company, Resco Global Wind Services Private Limited and RBRK Investments Limited.

24. Share purchase agreement dated October 25, 2021 between our Company, Resco Global Wind Services Private Limited and Sarayu Wind Power (Kondapuram) Private Limited.

25. Share purchase agreement dated October 25, 2021 between our Company, Resco Global Wind Services Private Limited and Vinirrmaa Energy Generation Private Limited.

26. Business transfer agreement dated December 31, 2021, between our Company and Resco Global Wind Services Private Limited.

27. Deed of guarantee dated August 4, 2021 entered into between Inox Wind Limited and ICICI Bank Limited.

28. Deed of guarantee dated April 29, 2017 entered into between Inox Wind Limited and YES Bank Limited.

29. Valuation report titled “Valuation for Slump Sale – Gearing-up for a smooth ride” dated December 31, 2021 issued by Sparsh Singla & Associates, in respect of the transfer of the EPC Business from our Company to Resco Global Wind Services Private Limited, a related party.

30. Trademarks and copyrights license agreement dated February 2, 2022 entered into between our Company, Gujarat Fluorochemicals Limited and Devansh Jain.

31. Tripartite agreements dated February 13, 2017 and October 16, 2018 among our Company, NSDL and the Registrar to the Offer.

32. Tripartite agreement dated January 20, 2017 among our Company, CDSL and the Registrar to the Offer.

33. Due diligence certificate dated June 17, 2022 addressed to SEBI from the BRLMs.

34. In-principle listing approvals both dated August 1, 2022 issued by BSE and NSE, respectively.

35. SEBI observation letter bearing reference number SEBI/WRO/OW/P/RB/NB/2022/48232/1 and dated September 13, 2022.

36. The following complaints received post filing of the Draft Red Herring Prospectus and their respective replies:


S. No. Particulars Date of complaint/ letter Complaint/ Letters Date of reply Reply
1. Delhivery Limited June 28, 2022

July 6, 2022

2. Hero Wind Energy Private Limited July 30, 2022

August 8, 2022

3. LNJ Power Ventures Limited July 30, 2022

August 8, 2022

4. Jin Lee on behalf of Hyundai Forging Co. Limited and Korea Trade Insurance Corporation August 2, 2022

August 15, 2022

5. Hero Wind Energy Private Limited August 11, 2022

August 15, 2022

6. LNJ Power Ventures Limited August 11, 2022

August 15, 2022

7. Hero Wind Energy Private Limited August 18, 2022

August 19, 2022

8. LNJ Power Ventures Limited August 18, 2022

August 19, 2022

9. Jin Lee on behalf of Hyundai Forging Co. Limited and Korea Trade Insurance Corporation August 19, 2022

August 25, 2022

10. Anonymous complainant August 2, 2022

August 27, 2022

11. Hero Wind Energy Private Limited August 26, 2022

September 1, 2022

12. LNJ Power Ventures Limited August 26, 2022

September 1, 2022

13. Archeus Law on behalf of Shanxi Tianbao Group Co. Ltd. September 1, 2022

September 10, 2022

14. Archeus Law on behalf of Shanxi Tianbao Group Co. Ltd. September 13, 2022

September 29, 2022

15. Sanghvi Movers Limited September 27, 2022

October 4, 2022

16. Surabhi Aggarwal on behalf of Prashant Kumar October 7, 2022

October 20, 2022

17. Virender Jindal October 10, 2022

October 20, 2022

18. Sahil Chopra November 3, 2022

November 3, 2022